Acquisition Transaction Documents definition

Acquisition Transaction Documents means, together, the Acquisition Agreement and the Acquisition Ancillary Documents.
Sample 1
Acquisition Transaction Documents means, collectively, the Stock Purchase Agreement and all other agreements, documents and instruments executed and delivered in connection with the Stock Purchase Agreement, as each may be amended, modified, restated or supplemented from time to time; (c) an “Affiliate” of a person or entity means (i) any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with that entity or (ii) any officer, employee, member, shareholder or director of Borrower; an entity shall be deemed to be “controlled by” any other person or entity if such person or entity possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such entity whether by contract or otherwise; (d) “Business Day” means any calendar day other than Saturdays, Sundays and official Federal Holidays; (e) “Loan Documents” means, collectively, this Agreement, the other documents described in Addendum 2, and all other documents evidencing, securing or relating to the Obligations or executed in connection herewith, and all amendments and modifications of any of the foregoing; (f) “Material Adverse Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (i) the condition (financial or otherwise), operations, business, properties or prospects of Borrower or any guarantor of the Obligations, (ii) the rights and remedies of Lender under any Loan Document, or the ability of Borrower or any guarantor of the Obligations to perform any of his/her/its obligations under any Loan Document to which he/she/it is a party, (iii) the legality, validity or enforceability of any Loan Document, or (iv) the existence, perfection or priority of any part of the Lender’s Lien or the value of any material Collateral; (g) “Seller” means Kxxxxxx Xxxxxxxxxxx; (h) “Stock Purchase Agreement” means that certain Stock Purchase Agreement, dated as of June 30, 2017, by and among Seller, Administrative Borrower and i...
Sample 1

Examples of Acquisition Transaction Documents in a sentence

  • Following the APA, Hook caused ACET Global to enter into a Collateral Assignment of Rights Under Acquisition Transaction Documents and Subordination Agreement (the “Collateral Assignment”) with Super G, which provided that Super G would provide a term loan facility of up to $1,000,000 (“the Super G Note”).

  • The Related Acquisition has been fully consummated in accordance with the Related Acquisition Transaction Documents.

  • As of the Closing Date (and immediately prior to giving effect to the Related Acquisition), each of the representations and warranties made by the Borrower or any Subsidiary in the Related Acquisition Transaction Documents are true and correct in all material respects as of the date hereof, and the Borrower is not aware that any of the representations and warranties of AIMCOR contained in the Related Acquisition Transaction Documents are not true and correct in all material respects as of the date hereof.

  • Representations and Warranties from the Related Acquisition Transaction Documents .

  • The ALS Parties which are parties to the Group One Acquisition Transaction Documents (other than this Agreement) or the Group Two Acquisition Transaction Documents (other than this Agreement), as the case may be.

  • Prior to the date hereof, the Issuer has not entered into any transactions or conducted any business unrelated to this Agreement, the Business or the Acquisition Transaction Documents.

  • The representations and warranties of the Company contained in this Agreement and those otherwise made in any writing by the Company furnished in connection with or pursuant to this Agreement and the Future Acquisition in question (the "Future Acquisition Transaction Documents") and in connection with the -6- transactions contemplated hereby and thereby, shall be true and correct in all material respects as of the closing of the Future Acquisition (unless expressly made as of a particular date).

  • Each party acknowledges and agrees that they would not have entered into the Acquisition Agreement, the Amendment and/or this Agreement but for the agreement that all of the Acquisition Transaction Documents will be executed and delivered in accordance with their respective terms.

  • The Issuer is not aware of any limitation as to the assignability of the Administrative Services Agreement to RGA or any of its Affiliates (other than the requirements set forth in the Acquisition Transaction Documents and assuming that the Collateral Agent and the Noteholders comply with the terms of the Transaction Documents and applicable law), and the Issuer has not taken or failed to take any action to limit or preclude any such assignment.

  • The representations and warranties of the Company and, to the Company’s Knowledge, the other parties to the Merger Agreement and the other Acquisition Transaction Documents are true and correct in all material respects.


More Definitions of Acquisition Transaction Documents

Acquisition Transaction Documents means, together, the Acquisition Agreement and the Acquisition Ancillary Documents. “Aldama” has the meaning set forth in the preamble.
Sample 1
Acquisition Transaction Documents contained in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:
Sample 1
Acquisition Transaction Documents means (i) solely for purposes of Sections 13.02 and 13.03, the JPS Automotive Acquisition Agreement, the JPS Automotive Senior Note Indenture, the JPS Automotive Senior Notes and all other documents evidencing the JPS Automotive Acquisition, the issuance of the JPS Automotive Senior Notes and the transactions contemplated by each of the foregoing, and (ii) for all purposes under this Agreement (including Sections 13.02 and 13.03), the Discount Debenture Indenture, the Discount Debentures, the Foamex International Warrants, the New Partners Note Purchase Agreement, the New Partners Note, the New Partners Note Collateral Documents, the Foamex International Supply Agreement and all other documents evidencing the issuance of the Discount Debentures and the Foamex International Warrants, the New Partners Loan, the New Partners Investment and the transactions contemplated by each of the foregoing.
Sample 1

Related to Acquisition Transaction Documents

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.